1,000,000 Shares MILLER ENERGY RESOURCES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 26th, 2013 • Miller Energy Resources, Inc. • Crude petroleum & natural gas • New York
Miller Energy Resources, Inc., a Tennessee corporation (the “Company”), proposes, subject to the terms and conditions of this Underwriting Agreement (this “Agreement”), to issue and sell to the public through MLV & Co. LLC (“MLV”), who is acting as the representative of the several underwriters (the “Underwriters”) named in Schedule I hereto, on a best efforts basis, 1,000,000 shares (the “Securities”) of the Company’s 10.5% Series D Fixed Rate/Floating Rate Cumulative Redeemable Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”).
Apollo Investment Corporation New York, New York 10019Miller Energy Resources, Inc. • September 26th, 2013 • Crude petroleum & natural gas • New York
We refer to that certain Loan Agreement dated as of June 29, 2012 (as heretofore amended or otherwise modified, the “Loan Agreement”), by and among Miller Energy Resources, Inc., a Tennessee corporation (the “Borrower”), the financial institutions party thereto from time to time as Lenders and Apollo Investment Corporation, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Loan Agreement, as amended hereby. References herein to any Section shall be to a Section of the Loan Agreement, as amended hereby, unless otherwise specifically provided.
